ARTICLES OF ASSOCIATION
Constitution – Head Office - Delegations
The Foundation “UniCredit Foundation” has hereby been set up. The registered office is in Milan, Piazza Gae Aulenti, 3 – UniCredit Tower A.
Delegations and offices may be established in Italy and abroad. They will carry out promotional activities as well as develop and expand the necessary network of national and international support for the Foundation.
The Foundation is a non-profit organisation and it may not distribute profits.
The Foundation has purely social and humanitarian aims. It operates in the areas of social assistance, healthcare, education, and the environment. It works with all people, regardless of gender, race, language, religion, political opinion or personal or social condition.
In particular, the Foundation intends to intervene in Italy and abroad in areas that are underdeveloped or that have been hit by disasterous public events or other extraordinary events. It focuses its attention on the problems that are usually associated with such situations, such as food supply, treating endemic illnesses, as well as helping ill persons, the elderly, children and the more disadvantaged part of the population in general.
The Foundation interacts with public and private bodies as well as national and international institutions and organisations that work towards goals similar to those of the Foundation.
Main activities and instrumental, ancillary or related activities
To reach its goals the Foundation shall carry out the following activities:
a) promote, realise and manage activities for solidarity, assistance and charity, on its own account or on behalf of third parties, by assuming specific commissions and providing the use of assets;
b) the promotion and support, by any means, within the Group, of the idea of the non-profit organisation and of donations;
c) the support, including financial, of bodies and persons operating in the Foundation's areas of activity.
The Foundation may also carry out any instrumental, ancillary or related activity, including in particular:
a) stipulate any useful act or contract, including to finance approved activities, including, but not limited to, activities such as the signing of agreements of any kind, including those to be filed as public records, with public or private bodies, that are considered proper and useful for achieving the Foundations's objectives;
b) administer and manage assets of which the Foundation is owner, renter or bailee, or of which it has any other powers of disposal under whatsoever entitlement;
c) participate in associations, foundations, bodies and institutions, whether public or private, whose activities are directly or indirectly involved in achieving similar goals to those of the Foundation; The Foundation may, where it considers it useful, take part in constituting such bodies;
d) promote and organise seminars and specific training courses, events, conventions or meetings, including the publication of associated minutes and documents, and all initiatives that are likely to promote useful contacts between the Foundation and companies, as well as organisations and bodies, both national and international, their employees and the public;
e) sign agreements for outsourcing some of the activities to third parties;
f) set up awards and disburse scholarships;;
g) set up archives, databases, libaries and study centres along with the necessary structures for these;
h) boost the cultural, scientific and historical heritage of the Foundation, whether tangible or intangible;
i) engage in promotional activities that are instrumental in or ancilliary to achieving the Foundation's objectives, also with respect to publications, in compliance with legal requirements and restrictions and with the standards of audiovisuals in general;
j) undertake any other activities appropriate to supporting the pursuit of Foundation objectives.
From time to time the supervisory authorities shall monitor the activities of the Foundation in accordance with current laws.
The Foundation's assets consist of:
– the endowment consisting of contributions in cash or tangible or intangible assets effected by the Founder, or other profits that can be used to achieve the objectives;
– assets that are received by the Foundation under any circumstances, including assets that the Foundation acquires on the basis of the regulations of these Articles of Association;
– any contributions, gifts or donations from bodies and/or private individuals for the express purpose of increasing the Foundation’s assets;
– any surplus from operations which, as resolved by the Board of Directors, should be added to the Foundation's assets;
– contributions made by the European Union, the state, by regional or other public bodies.
The Foundation's Operating Fund consists of:
– income, and in general income on assets and the activities of the Foundation;
– donations or bequests that are not expressly earmarked as endowments;
– other contributions from the European Union, the state, regional bodies or other public bodies, private corporations or individuals;
– contributions of any kind made by the Founder or by third parties ;
– income from institutional, instrumental, ancillary or related activities.
The income and resources of the Foundation are to be deployed for running the Foundation and realising its objectives.
The financial year starts on 1 January and concludes on 31 December each year.
By December of each financial year the Board of directors shall approve the budget for the successive financial year, even if it is a provisional budget, and by the following 30 June the final balance for the year that has just transpired. In drafting the budget, which shall consist of the balance sheet, income statement and integrated notes, in compliance with current standards, the principles for corporations contained in the Civil Code are to be observed.
The expenses and liabilities entered into in the name and for the account of the Foundation by its management and persons delegated by the management, within the framework of their authorities, may not exceed the approved limits; any annual surplus must be allocated to the reserves needed for the annual management before being used to boost the Foundation's activities or to acquire assets to increase or improve the Foundation's assets.
With the exception of applicable legal requirements, during the Foundation’s lifetime it is prohibited to distribute surpluses generated by operations, funds and reserves.
The Founder is “UniCredit, a public limited company”, formerly UniCredito Italiano, Credito Italiano and Banca di Genova, founded in Genoa on a private basis on 28 April1870, group head of the UniCredit banking group, which is the result of mergers and modifications to the Articles of Association over time that are noted in the Commercial Register and called, in abbreviated form, UniCredit S.p.A.
Should the founder decide to dissolve the Foundation for any reason, the Founder shall appoint the persons or person to carry out the prerogatives required of the Founder in accordance with the Articles of Association.
Management Bodies of the Foundation
The Foundation's management bodies are:
– the Board of Directors;
– the chairman of the Board;
– the Board of Auditors.
Board of Directors: Composition and appointment
The Board of Directors is composed of between 3 (three) and 9 (nine) members, all of whom are appointed by the Founder.
The Board of Directors' term is three financial years. It terminates at the annual meeting called to approve the budget for the third financial year following the nomination, except for cases when a Board member or the entire Board of Directors steps down, in accordance with the Articles of Association. The Board members may be reappointed.
The Board of Directors shall nominate from among the Board members and for the duration of the mandate a chairman and one or two vice chairmen.
Individual Board members shall cease to hold their office if they resign, are removed by the Founder, if it is impossible for them to carry out their duties or in the case of death; the Board of Directors may also remove a Board member who does not participate in three consecutive meetings without giving a justified reason.
If one or more members can no longer hold their office, the remaining members must replace them by co-opting the same number of members, who will remain in office until the term of the Board of Directors comes to an end.
In addition to when it comes to the end of its term, the Board of Directors shall terminate also if all the Board members are removed by the Founder and if the number of Board members is fewer than three. In this case, the Board members who remain in office have the functions and power of the Board in accordance with the law and the Articles of Association; if all Board members give up their office, the Board of Auditors may carry out the ordinary administration of the Board until a new Board is constituted; the Board shall be constituted in accordance with the first section of this article.
Board of Directors: functions and powers
The Board of Directors is the management body that is entrusted with the organisational and management functions of the Foundation, except for the rights that pertain to the Founder in accordance with the law and the Articles of Association.
As part of its organisational function, the Board shall:
– nominate and remove the chairman and one or two vice chairmen;
– nominate or remove the Board of Auditors;
– nominate or remove the managing director upon the request of the chairman;
– nominate the Board's secretary;
– make changes to the Articles of Association;
– approve the regulations of the Foundation;
– decide to dissolve the Foundation and decide what to do with the assets;
– if it believes it necessary, set up an executive committee and establish its duties, terms and functions as well as designating the members, who are to be chosen from among the members of the Board of Directors;
– delegate part of its power, within the limits of these Articles of Association, to the chairman, the managing director or the executive committee;
– set up technical and advisory committees for individual projects and/or activities in the sector.
As part of its management functions, the Board of Directors shall:
– approve the goals and programmes of the Foundation and also verify the Foundation's overall results;
– approve the chairman's report on the Foundation's activities and its general development;
– indentify the sectors of interest for the Foundation;
– approve the budget for the following year, even in the form of a provisional budget, as well as the final accounts;
– accept bequests and donations;
– carry out any act of ordinary or extraordinary administration of the Foundation's activities or that are linked to the Foundation's core, ancillary or related activities.
The validity of the decisions regarding amendments to the Articles of Association, the approval or modification of the Foundation regulations, the nomination of the chairman or vice chairmen, the co-opting of Board members, the creation of an executive committee, the nomination of the Board of Auditors and the dissolution of the Foundation are subject to the prior consent of the Founder.
Board of Directors: convocation and quorum
The Board of Directors is convened by the chairman on his own initiative or upon the request of at least one third of the Board members; the notice to convene a meeting is to be sent by post, telegram, fax or other means of communication at least three days prior to the meeting; in case of emergency, at least 24 hours prior to the meeting.
The notice to convene a meeting must include the agenda, the place and the time.
The meeting is legally constituted if a majority of the Board members are present and resolutions are passed with a majority of votes, without taking abstentions into account. In the event of a tie, the person chairing the meeting shall have the casting vote.
The meetings are chaired by the chairman or, if he is absent or impeded, by the vice chairman or one of the vice chairmen. If the chairman and vice chairmen are absent, the meeting must be postponed.
The meetings of the Board of Directors may also be held by audioconference or videoconference, provided that: (a) it is possible for the chairman of the meeting to ascertain the identity of the participants, control the flow of the meeting, to confirm and proclaim the results of voting; (b) it is possible for the person taking minutes to perceive adequately the events that need to be recorded; (c) it is possible for the participants to join in discussions and votes on agenda items, as well as to see, receive or transmit documents. In such case the board meeting is considered to have been held in the place where it was convened.
Minutes of Board meetings are to be taken, and they are to be signed by the Board member chairing the meeting and the Board secretary.
Chairman of the Foundation
The chairman of the Foundation, who is also chairman of the Board of Directors, is appointed from among the members of the Board of Directors and may be reappointed.
The chairman acts as the formal representative of the Foundation and manages the Foundation's assets, within the limits of the powers attributed to him by these Articles and the powers conferred to him from time to time by the Board of Directors.
In particular, the chairman:
- represents the Foundation legally with respect to third parties and in court;
- maintains relationships with agencies, institutions, public and private corporations and other bodies, also for the purpose of establishing cooperation and support for the Foundation's individual initiatives;
- convenes and chairs the meetings of the Board of Directors, with the authority to submit to the Board the proposals for discussions that he deems appropriate;
- drafts any amendments to the Articles, as well as the adoption and/or modification of the Foundation's regulations to be submitted to the Board of Directors for approval;
- making use of the offices of the Foundation, drafts the provisional budget and the fiscal year budget of the Foundation, based on the criteria established in these Articles;
- prepares the programmes and sets the targets for the Foundation's activities and presents them to the Board of Directors for approval;
- ensures that the decisions taken by the Board of Directors are carried out;
- identifies, organises and supervises the offices and organisational structures of the Foundation other than the ones for which the Board of Directors reserves the right to create/abolish in accordance with their perceived importance;
- supervises the administration of the Foundation, ensuring respect for the criteria of cost-effectiveness and efficiency in planning, projects and budgets approved by the Board of Directors;
-carries out administrative tasks aimed at achieving the tasks and functions assigned to him.
In addition, the Board of Directors may delegate powers to the chairman, as the Foundation's legal representative, to carry out specific acts or categories of acts that fall within the remit of the Foundation's activities or that are part of the goals or the core, ancillary or related activities, including accepting bequests or donations. These powers can be granted by resolution at the time the chairman is appointed or later, within the limits established by the Board of Directors.
The chairman can propose to the Board of Directors the nomination of a managing director, who will carry out his function under the supervision of the chairman and the Board of Directors; the chairman may assign part of his powers to the managing director, in addition to any powers assigned to the chairman by the Board of Directors.
If the chairman is absent or unable to fulfil his duties, he is replaced to all intents and purposes by the vice chairman, or if two vice chairman have been appointed, then the older of the two.
Board of Auditors
The Board of Auditors is composed of three members, one of whom acts as chairman, and two substitutes nominated by the Board of Directors.
The Board of Auditors is the Foundation's accounting unit. It supervises the financial management of the Foundation, monitors that the accounting is done properly, examines the proposed budget and the final accounts, writes reports, and conducts cash auditing.
The findings of the Board of Auditors must be recorded in the book of minutes and resolutions of the Board of Auditors. The meetings of the Board of Auditors can be held by audioconference or teleconference, as stipulated in the Board's regulations on meetings.
The members of the Board of Auditors serve a term of three years and may be reappointed.
All disputes regarding relationships deriving from the deed of foundation and these Articles of Association, including disputes regarding the Board's resolutions, promoted by or against the Foundation, by or against the administrators, by or against the Board of Auditors, shall be resolved by an arbitrator in accordance with the regulations of the The Chamber of National and International Arbitration in Milan. The arbitration board shall be composed of three arbitrators nominated by the Chamber of Arbitration. The arbitration shall take place according to customary practice and the arbitrators shall make their decisions according to law.
If the Foundation should be dissolved for any reason, the assets shall be transferred, by resolution of the Board of Directors, to other agencies that have a similar purpose of serving the public benefit.
At the moment of the dissolution the assets entrusted to the Foundation for use shall be returned to their owners.
For any other matters not covered in these Articles of Association, the Civil Code and current legal regulations shall apply.